Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in our reports to the Securities and Exchange Commission (SEC) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer, principal financial officer, and principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by SEC rules, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, principal financial officer, and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this report. Based on the foregoing, our principal executive officer, principal financial officer, and principal accounting officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
There were no changes to our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s annual report on internal control over financial reporting is provided in Item 8. Financial Statements and Supplementary Data in this Annual Report on Form 10-K. The attestation report of the Company’s independent registered public accounting firm, KPMG LLP, regarding the Company’s internal control over financial reporting is also provided in Item 8. Financial Statements and Supplementary Data in this Annual Report on Form 10-K.
Item 9B. Other Information
There were no directors or officers that had adopted or terminated a 10b5-1 plan or other trading arrangement during the fourth quarter of 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
HHH 2025 FORM 10-K | 109
Table of Contents
Index to Financial Statements
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by Item 10 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders.
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders.
HHH 2025 FORM 10-K | 110
Table of Contents
Index to Financial Statements
PART IV
Item 15. Exhibits and Financial Statement Schedule
(a) Financial Statements and Financial Statement Schedule.
The Consolidated Financial Statements and Schedule listed in the Index to this Annual Report on page 57 are filed as part of this Annual Report. No additional financial statement schedules are presented as the required information is not applicable, not present in amounts sufficient to require submission of the schedule, or because the information required is enclosed in the Consolidated Financial Statements and notes thereto.
(b) Exhibits.
Exhibit No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of August 11, 2023, by and among The Howard Hughes Corporation, Howard Hughes Holdings Inc. and HHC Merger Sub Co. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K12B, filed August 11, 2023)
2.2 Separation Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc. and Seaport Entertainment Group Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed August 1, 2024)
3.1 Amended and Restated Certificate of Incorporation of Howard Hughes Holdings Inc., dated August 11, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed November 6, 2023)
3.2 Amended and Restated Bylaws of Howard Hughes Holdings Inc., dated August 11, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B, filed August 11, 2023)
3.3 Certificate of Designations of Series A Junior Participating Preferred Stock, filed with the Secretary of State of Delaware on February 29, 2012 (incorporated by reference to Exhibit 3.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed February 29, 2012)
4.1 Indenture, dated as of March 16, 2017 by and between The Howard Hughes Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed March 21, 2017)
4.1.1 Second Supplemental Indenture, dated as of August 18, 2020, to the indenture dated as of March 16, 2017 and first supplemented as of June 15, 2017, by and among HHC Warehouse Holdings Company, LLC, HH Warehouse Land Holdings, LLC, The Howard Hughes Corporation and Wells Fargo Bank, National Association, as the trustee (incorporated by reference to Exhibit 4.2 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed August 21, 2020)
4.1.2 Third Supplemental Indenture, dated as of October 2, 2020, to the indenture dated as of March 16, 2017, as first supplemented on June 15, 2017 and as further supplemented on August 18, 2020, among The Howard Hughes Corporation, HH Woodlands Tower Holdings, LLC, API/ HHC Lake Robbins Holding Company, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed October 7, 2020)
4.1.3 Fourth Supplemental Indenture, dated as of February 2, 2021, to the indenture dated as of March 16, 2017, by and among The Howard Hughes Corporation, HHC Warehouse Holdings Company, LLC, HH Warehouse Land Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake Robbins Holding Company, LLC, and Wells Fargo Bank, National Association, as the trustee (incorporated by reference to Exhibit 4.3 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed February 4, 2021)
4.2 Indenture, dated as of August 18, 2020, by and among The Howard Hughes Corporation, HHC Warehouse Holdings Company, LLC, HH Warehouse Land Holdings, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed August 21, 2020)
4.2.1 First Supplemental Indenture, dated as of October 2, 2020, to the indenture dated as of August 18, 2020, among The Howard Hughes Corporation, HH Woodlands Tower Holdings, LLC, API/ HHC Lake Robbins Holding Company, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed October 7, 2020)
4.3 Indenture, dated as of February 2, 2021, by and among The Howard Hughes Corporation, HHC Warehouse Holding Company, LLC, HH Warehouse Land Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake Robbins Holding Company, LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed February 4, 2021)
HHH 2025 FORM 10-K | 111
Table of Contents
Index to Financial Statements
4.4 Indenture, dated as of February 2, 2021, by and among The Howard Hughes Corporation, HHC Warehouse Holding Company, LLC, HH Warehouse Land Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake Robbins Holding Company, LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed February 4, 2021)
4.5 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K, filed February 27, 2024)
10.1 Form of indemnification agreement for directors and certain executive officers of The Howard Hughes Corporation (incorporated by reference to Exhibit 10.7 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed November 12, 2010)
10.2 Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and Pershing Square Capital Management, L.P., Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Holdings VI L.P., and Blackstone GGP Principal Transaction Partners L.P. (incorporated by reference to Exhibit 99.4 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed November 12, 2010)
10.3* Form of The Howard Hughes Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 99.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed September 17, 2014)
10.4* The Howard Hughes Corporation Management Co., LLC Separation Benefit Plan (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed August 16, 2017)
10.5 Share Purchase Agreement, dated March 27, 2020, by and among The Howard Hughes Corporation and Pershing Square Capital Management, L.P. (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed March 31, 2020)
10.6* The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed May 20, 2020)
10.7* Amendment No. 1 to Restricted Stock Agreements dated November 4, 2020 between The Howard Hughes Corporation and David O’Reilly (incorporated by reference to Exhibit 10.3 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed November 5, 2020)
10.8* Second Amended and Restated Employment Agreement, dated December 1, 2020, between The Howard Hughes Corporation and David O’Reilly (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed December 2, 2020)
10.9* Employment Agreement, dated December 1, 2020, between The Howard Hughes Corporation and L. Jay Cross (incorporated by reference to Exhibit 10.2 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed December 2, 2020)
10.10* Employment Agreement, dated January 12, 2022, between the Howard Hughes Corporation and Carlos Olea (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed January 12, 2022)
10.11* Form of Time-Based Restricted Stock Award (Executives with Employment Agreements) under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Quarterly Report on F o r m 10-Q, filed May 10, 2021)
10.12* Form of Time-Based Restricted Stock Award (Executive Officers without Employment Agreements) under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to The Howard Hughes Corporation’s Quarterly Report on F o r m 10-Q, filed May 10, 2021)
10.13* Form of Performance-Based Restricted Stock Award (Executive Officers with Employment Agreements) under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to The Howard Hughes Corporation’s Quarterly Report on F o r m 10-Q, filed May 10, 2021)
10.14* Form of Performance-Based Restricted Stock Award (Executive Officers without Employment Agreements) under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to The Howard Hughes Corporation’s Quarterly Report on F o r m 10-Q, filed May 10, 2021)
10.15* Form of Restricted Stock Agreement for Nonemployee Directors under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed August 4, 2021)
10.16* Assignment and Assumption Agreement by and between The Howard Hughes Corporation and Howard Hughes Holdings Inc., dated as of August 11, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K12B, filed August 11, 2023)
HHH 2025 FORM 10-K | 112
Table of Contents
Index to Financial Statements
10.17 Transition Services Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc. and Seaport Entertainment Group Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 1, 2024)
10.18 Tax Matters Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc. and Seaport Entertainment Group Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed August 1, 2024)
10.19 Employee Matters Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc. and Seaport Entertainment Group Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed August 1, 2024)
10.20* Amendment No. 1 to Second Amended and Restated Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc. and David O’Reilly (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on F o r m 10-K, filed February 26, 2025)
10.21* Amendment No. 1 to Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc. and L. Jay Cross (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on F o r m 10-K, filed February 26, 2025)
10.22* Amendment No. 1 to Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc. and Carlos Olea (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on F o r m 10-K, filed February 26, 2025)
10.23* Employment Agreement between Howard Hughes Holdings Inc. and Joseph Valane dated December 29, 2023 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on F o r m 10-K, filed February 26, 2025)
10.24* Amendment No. 2 to Second Amended and Restated Employment Agreement, effective as of April 1, 2025, between Howard Hughes Holdings Inc. and David O’Reilly (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on F o r m 8-K, filed April 4, 2025)
10.25* Amendment No. 2 to Employment Agreement, effective as of April 1, 2025, between Howard Hughes Holdings Inc. and Carlos A. Olea (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on F o r m 8-K, filed April 4, 2025)
10.26* Amendment No. 1 to Employment Agreement, effective as of April 1, 2025, between Howard Hughes Holdings Inc. and Joseph Valane (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on F o r m 8-K, filed April 4, 2025)
10.27 Share Purchase Agreement, dated May 5, 2025, by and between the Company and Pershing Square Holdco, L.P. (incorporated by reference to Exhibit 10.1 to the Howard Hughes Holdings Inc. Current Report on Form 8-K, filed May 6, 2025)
10.28 Services Agreement, dated May 5, 2025, by and between the Company and Pershing Square Capital Management, L.P. (incorporated by reference to Exhibit 10.2 to the Howard Hughes Holdings Inc. Current Report on Form 8-K, filed May 6, 2025)
10.29 Shareholder Agreement, dated May 5, 2025, by and between the Company, Pershing Square Holdco, L.P., and Pershing Square Capital Management, L.P. (incorporated by reference to Exhibit 10.3 to the Howard Hughes Holdings Inc. Current Report on Form 8-K, filed May 6, 2025)
10.30 Standstill Agreement, dated May 5, 2025, by and between the Company and Pershing Square Holdco, L.P. (incorporated by reference to Exhibit 10.4 to The Howard Hughes Holdings Inc. Current Report on Form 8-K, filed May 6, 2025)
10.31 Registration Rights Agreement, dated May 5, 2025, by and between the Company, Pershing Square Holdco, L.P. and Pershing Square Capital Management, L.P. on behalf of certain of its affiliates (incorporated by reference to Exhibit 10.5 to the Howard Hughes Holdings Inc. Current Report on Form 8-K, filed May 6, 2025)
10.32 Separation and Release Agreement, dated June 8, 2025, between Howard Hughes Holdings Inc. and L. Jay Cross (incorporated by reference to Exhibit 99.1 to the Howard Hughes Holdings Inc. Current Report on Form 8-K, filed June 10, 2025)
10.33* 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Howard Hughes Holdings Inc. Current Report on Form 8-K filed October 7, 2025)
10.34 Purchase and Sale Agreement, dated December 17, 2025 (incorporated by reference to Exhibit 10.1 to the Howard Hughes Holdings Inc. Current Report on Form 8-K filed December 18, 2025)
10.35 Equity Commitment Letter (incorporated by reference to Exhibit 10.2 to the Howard Hughes Holdings Inc. Current Report on Form 8-K filed December 18, 2025)
19.1+ Insider Trading Policy
HHH 2025 FORM 10-K | 113
Table of Contents
Index to Financial Statements
21.1+ List of Subsidiaries
23.1+ Consent of KPMG LLP
24.1+ Power of Attorney
31.1+ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+ Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1++ Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 Executive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed February 27, 2024)
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH+ Inline XBRL Taxonomy Extension Schema Document
101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Management contract, compensatory plan, or arrangement
+ Filed herewith
++ Furnished herewith
Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023, (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023, (iii) the Consolidated Balance Sheets as of December 31, 2025 and 2024, (iv) Consolidated Statements of Equity for the years ended December 31, 2025, 2024, and 2023, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023, and (vi) the Notes to Consolidated Financial Statements.
Item 16. Form 10-K Summary
Not applicable.
HHH 2025 FORM 10-K | 114
Table of Contents
Index to Financial Statements
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Howard Hughes Holdings Inc.
/s/ Carlos A. Olea
Carlos A. Olea
Chief Financial Officer February 19, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
HHH 2025 FORM 10-K | 115
Table of Contents
Index to Financial Statements
Signature Title Date
* Executive Chairman of the Board and Director February 19, 2026
William Ackman
/s/ David R. O’Reilly Chief Executive Officer and Director February 19, 2026
David R. O’Reilly (Principal Executive Officer)
/s/ Carlos A. Olea Chief Financial Officer February 19, 2026
Carlos A. Olea (Principal Financial Officer)
/s/ Elena Verbinskaya Chief Accounting Officer February 19, 2026
Elena Verbinskaya (Principal Accounting Officer)
* Director February 19, 2026
David Eun
* Director February 19, 2026
Ben Hakim
* Director February 19, 2026
Ryan Israel
* Director February 19, 2026
Thom Lachman
* Director February 19, 2026
Susan Panuccio
* Director February 19, 2026
R. Scot Sellers
* Director February 19, 2026
Mary Ann Tighe
* Director February 19, 2026
Jean-Baptiste Wautier
* Director February 19, 2026
Anthony Williams
*/s/ David R. O’Reilly
David R. O’Reilly
Attorney-in-fact
HHH 2025 FORM 10-K | 116